SEC Form 4 · accession 0001618563-15-000008
National Storage Affiliates Trust · NSA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Maxen Howard
Director · 10% Owner
Period of report
Sep 3, 2015
Accepted (ET)
Sep 8, 2015 · 9:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618563
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A OP UnitsF1,F2,F4,F3 | — | Sep 3, 2015 | P | 35,460 | A | — | — | Common shares of beneficial interest, $0.01 par value | 35,460 | 4,126,149 | I |
| Class B OP Units, Series NWF5,F7,F6,F8,F1,F3 | — | Sep 3, 2015 | P | 35,461 | A | — | — | Class A OP Units | — | 1,638,142 | I |
Explanation of responses
- F1One year after the closing of the contribution agreement, the Reporting Person will have the right to cause the Partnership to redeem all or a portion of the Reporting Person's Class A common units of limited partner interest (the "Class A OP Units") of NSA OP, LP (the "Partnership"), reported in this Form 4, for cash in an amount equal to the market value of an equivalent number of the Issuer's common shares of beneficial interest, or at the Issuer's option, common shares of beneficial interest on a one-for-one basis, subject to certain adjustments.
- F2Consists of the Reporting Person's pecuniary interest in 35,460 Class A OP Units in the Partnership held by Hillsboro RV/Boat Storage, LLC ("Hillsboro"), for which the Reporting Person has or shares voting and investment power.
- F3N/A
- F4The Reporting Person's total direct and indirect beneficial ownership of Class A OP Units following the reported transaction above is 4,126,149 Class A OP Units, which includes those Class A OP Units reported on Form 3 on April 22, 2015 (the "Form 3"), the Class A OP Units reported on Form 4 on August 12, 2015 and the Class A OP Units reported herein (together with those securities convertible into, or exchangeable for, such Class A OP Units as specified in the Form 3). The 4,126,149 Class A OP Units do not include derivative securities of other classes of the Reporting Person that were reported on the Form 3 or the non-derivative securities that were reported on the Forms 4 on April 30, 2015 and August 18, 2015, respectively.
- F5Two years after the date of the completion of the initial public offering of the Issuer, the Class B common units of limited partner interest (the "Class B OP Units") of the Partnership will be convertible into Class A OP Units of the Partnership (i) at the Reporting Person's election only upon the achievement of certain performance thresholds relating to the properties to which such Class B OP Units relate (a "Voluntary Conversion") or (ii) at the Issuer's election, upon certain retirement events and qualifying terminations (a "Non-Voluntary Conversion"). For Voluntary Conversions, the Class B OP Units will be convertible into Class A OP Units by dividing the average cash available for distribution per unit on the series of specific Class B OP Units over the one-year period prior to conversion by 110% (the "Conversion Percentage") of the cash available for distribution per unit on the Class A OP Units determined over the same period.
- F6For Non-Voluntary Conversions, the same formula is used, but the Conversion Percentage can be 120%, 115%, or 110% depending upon the type and timing of the Non-Voluntary Conversion.
- F7Consists of the Reporting Person's pecuniary interest in 35,461 Class B OP Units in the Partnership held by Hillsboro, for which the Reporting Person has or shares voting and investment power.
- F8The Reporting Person's total direct and indirect beneficial ownership of Class B OP Units following the reported transaction above is 1,638,142 Class B OP Units, which includes those Class B OP Units reported on the Form 3 and the Class B OP Units reported herein. The 1,638,142 Class B OP Units do not include derivative securities of other classes of the Reporting Person that were reported on Form 4 on August 12, 2015 or the Form 3 or non-derivative securities of the Reporting Person reported on Forms 4 dated April 30, 2015 and August 18, 2015, respectively.